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be eligible for re-election at the AGM. A Director
retiring at a meeting shall retain office until the
close of the meeting whether adjourned or not.
The Board endorsed that the Directors who retire
in accordance with Article 102 of the Company’s
Constitution are eligible to stand for re-election.
The profiles of the retiring Directors are set out in
Our Board of Directors section of the Company’s
Annual Report 2019.
(IV) Resolutions 4 and 5
Article 84 of the Constitution provides that a
Director appointed by the Board shall hold office
until the conclusion of the next AGM of the
Company and shall be eligible for re-election.
Dato’ Idris bin Kechot and Datuk Anuar bin
Ahmad, who were appointed as Independent
Non-Executive Directors of the Company on 3
May 2019, shall hold office until the conclusion of
the Company’s 47
th
AGM and shall then be eligible
for re-election in accordance with Article 84 of
the Company’s Constitution.
(V) Resolutions 6, 7 and 8
Section 230(1) of the Act provides amongst others,
that the fees of the directors and any benefits
payable to the directors of a listed company and
its subsidiaries shall be approved at a general
meeting. In this respect, the Board agreed that the
shareholders’ approval shall be sought at the 47
th
AGM of the Company on the following payments
to Directors in three (3) separate resolutions as
below:-
•
Resolution 6
on payment of Directors’ fees
for the ensuing financial year.
•
Resolution 7
on payment of Directors’ fees
for the Non-Executive Directors (“NEDs”)
who sit on the Board of Directors of
subsidiary companies from 29 August 2019
until the conclusion of the next AGM of the
Company.
•
Resolution 8
on payment of Directors’
remuneration from 29 August 2019 until the
conclusion of the next AGM of the Company.
Ordinary Resolutions 6, 7 and 8 comprises fees,
allowances and other benefits payable to the Non-
Executive Chairman, NEDs and Board Committees,
including fees and allowances payable to them by
subsidiaries are set out in the table:-
Company
Fee
(per
annum)
Meeting
Allowance
(per
meeting) Benefits
Board
Chairman
RM90,000 RM2,000 Medical
coverage
and other
claimable
benefits
Member
RM60,000 RM2,000
Committees
Chairman of
Audit and Risk
Committee
RM15,000 RM2,000 N/A
Member of
Audit and Risk
Committee
RM7,500 RM2,000 N/A
Member of
Nomination and
Remuneration
Committee
N/A
RM2,000 N/A
Subsidiaries
Subsidiary
Position
Held
Fee Type Amount
International
Food
Corporation
Limited
Chairman Director’s
fee – per
annum
Meeting
allowance –
per meeting
RM18,000
RM1,000
Fima Bulking
Services Berhad
Chairman Director’s
fee – per
annum
Meeting
allowance –
per meeting
RM18,000
RM1,000
Kumpulan Fima Berhad
(11817-V)
Annual Report 2019
06